Depomed Inc Sample Contracts

Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A, as Trustee Third Supplemental Indenture (August 9th, 2019)

THIRD SUPPLEMENTAL INDENTURE, dated as of August [·], 2019 (this “Supplemental Indenture”), between ASSERTIO THERAPEUTICS, INC., a Delaware corporation (the “Company”, as more fully set forth in Section 2.01), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a New York banking association, as trustee (the “Trustee,” as more fully set forth in Section 2.01), supplementing the Indenture relating to “Senior Debt Securities” dated as of September 9, 2014, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

Assertio Therapeutics, Inc – Assertio Therapeutics Announces Exchange Offer of $200 Million of its Currently Outstanding 2.50% Convertible Notes Due 2021 (August 9th, 2019)

Lake Forest, Illinois, August 9, 2019 — Assertio Therapeutics, Inc. (NASDAQ: ASRT) (“Assertio”) today announced it has entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Assertio’s currently outstanding 2.50% Convertible Notes due 2021 (the “Exchanged Notes”).

Assertio Therapeutics, Inc – FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT (August 9th, 2019)

THIS FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 9, 2019 (this “Amendment”), is entered into by and among ASSERTIO THERAPEUTICS, INC., a Delaware corporation, as successor-in-interest to DEPOMED, INC. (the “Borrower”), the other Credit Parties party hereto, the Purchasers party hereto, and DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as a Purchaser and as collateral agent (in such latter capacity, the “Agent”).

Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT August 8, 2019 (August 9th, 2019)

(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Assertio Therapeutics, Inc., formerly known as Depomed, Inc. (the “Company”), as of the date first written above whereby the Holders will exchange for each $1,000 principal amount of the Exchanged Notes (as defined below) (a) $600 principal amount of the Company’s new 5.00% Convertible Senior Notes due August 15, 2024 (the “New Notes”) that will be issued pursuant to the provisions of a base indenture dated as of September 9, 2014, as supplemented by a second supplemental indenture dated August 14, 2018 and a third supplemental indenture to be dated as of the Closing Date (the “Third Supplemental Indenture” and together with the ba

Assertio Therapeutics, Inc – -- Reports Total Company GAAP Net Sales of $57.2 million, Total Company Non- GAAP Net Sales of $59.3 million, including Commercialization Agreement Revenues of $31.0 million -- -- Drives Continued Improvement in Operating Efficiencies as the Company Executes on its Ongoing Transformation -- -- Confirms 2019 Earnings Guidance Range and Adjusts Neurology Franchise Net Sales Guidance -- -- Continues to Reduce Senior Secured Debt -- (August 7th, 2019)

Lake Forest, Ill., August 7, 2019 - Assertio Therapeutics, Inc. (NASDAQ: ASRT) today reported financial results for the quarter ended June 30, 2019 and provided an update on its business performance and strategic initiatives.

Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. (May 9th, 2019)
Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. AMENDED AND RESTATED ANNUAL BONUS PLAN (as adopted by the Board of Directors on February 12, 2019) (May 9th, 2019)

Assertio Therapeutics, Inc. (“Assertio” or the “Company) has established an Annual Bonus Plan (the “Bonus Plan”) that is designed to align employee performance with annual corporate goals and to reward the achievement of corporate and personal goals during the plan year, which shall coincide with the applicable calendar year.

Assertio Therapeutics, Inc – -- Reports Neurology Franchise Net Sales of $26.3 million -- -- Commercialization Agreement Revenues of $30.9 million -- -- Raises 2019 Earnings Guidance Range and Confirms Neurology Franchise Net Sales Guidance -- -- Significant Debt Reduction -- (May 8th, 2019)

Lake Forest, Ill., May 8, 2019 - Assertio Therapeutics, Inc. (NASDAQ: ASRT) today reported financial results for the quarter ended March 31, 2019, and provided an update on its business performance and strategic initiatives.

Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN (May 8th, 2019)
Assertio Therapeutics, Inc – Assertio Therapeutics Announces Fourth-Quarter and Full-Year 2018 Financial Results (March 6th, 2019)

Lake Forest, Ill., March 6, 2019 - Assertio Therapeutics, Inc. (NASDAQ: ASRT) today reported financial results for the fourth quarter and year ended December 31, 2018, and provided an update on its business performance and strategic initiatives.

Assertio Therapeutics, Inc – FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (January 9th, 2019)

THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 8, 2019 (this “Amendment”), is entered into by and among ASSERTIO THERAPEUTICS, INC., a Delaware corporation, as successor-in-interest to DEPOMED, INC. (the “Borrower”), the other Credit Parties party hereto, the Purchasers party hereto, and DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as a Purchaser and as collateral agent (in such latter capacity, the “Agent”).

Assertio Therapeutics, Inc – January 2019 About this Presentation The statements that are not historical facts contained in this presentation are forward-looking statements including, but not limited to, statements relating to the commercialization of Gralise, CAMBIA, and Zipsor, royalties associated with Collegium’s commercialization of NUCYNTA and NUCYNTA ER, regulatory approval and clinical development of cosyntropin depot, our loan agreements, including our senior secured debt facility, and expectations regarding financial results and potential business and investment opportunities. These forward-looking statements in (January 7th, 2019)
Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. NOTICE OF RESTRICTED STOCK UNIT GRANT AND AWARD AGREEMENT (Inducement Award) (November 9th, 2018)

This Award (as defined below) is an inducement material to the Participant’s entry into employment within the meaning of Nasdaq Listing Rule 5635(c)(4). This Award is granted outside of the Assertio Therapeutics, Inc. Amended and Restated 2014 Omnibus Incentive Plan, as amended (the “Plan”), however, the Award will be subject to terms and conditions substantially identical to the terms and conditions set forth in the Plan as if the Award were granted under the Plan, and the terms and conditions of the Plan applicable to an award of restricted stock units granted under the Plan are incorporated herein by this reference. As such, unless otherwise defined herein, the terms defined in the Plan will have the same defined meanings in this Notice of Restricted Stock Unit Grant and Award Agreement (the “Award Agreement”).

Assertio Therapeutics, Inc – SETTLEMENT AGREEMENT (November 9th, 2018)

THIS SETTLEMENT AGREEMENT dated as of August 28, 2018 (the “Signing Date”), is by and among Purdue Pharma L.P., a Delaware limited partnership (“Purdue Pharma”), The P.F. Laboratories, Inc., a New Jersey corporation (“P.F. Labs”), Purdue Pharmaceuticals L.P., a Delaware limited partnership (“Purdue Pharmaceuticals”); each of Purdue Pharma, P.F. Labs and Purdue Pharmaceuticals may be individually referred to herein as a “Purdue Entity” and collectively as the “Purdue Entities”), and Assertio Therapeutics, Inc., a Delaware corporation (formerly known as Depomed, Inc., a California corporation) (“Assertio”). The Purdue Entities and Assertio are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Assertio Therapeutics, Inc – AMENDED AND RESTATED ASSERTIO THERAPEUTICS, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated February 12, 2016 (and further revised effective August 15, 2018 to reflect the Company’s name change and reincorporation) (November 9th, 2018)
Assertio Therapeutics, Inc – AMENDMENT NO. 2 TO COMMERCIALIZATION AGREEMENT (November 9th, 2018)

THIS AMENDMENT NO. 2 TO COMMERCIALIZATION AGREEMENT (this “Amendment No. 2”) is entered into as of August 29, 2018, by and among Assertio Therapeutics, Inc. (f/k/a Depomed, Inc.), a Delaware corporation (“Assertio”), Collegium Pharmaceutical, Inc., a Virginia corporation (“Collegium”), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium (“Newco”) and amends that certain Commercialization Agreement, dated as of December 4, 2017, as amended January 9, 2018 (the “Commercialization Agreement”), by and among Assertio, Collegium, and Newco. Each of Assertio, Collegium and Newco is referred to herein individually as a “party” and collectively as the “parties.” Defined terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Commercialization Agreement.

Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN (November 9th, 2018)
Assertio Therapeutics, Inc – ASSERTIO THERAPEUTICS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION AWARD (November 9th, 2018)

I am pleased to confirm that Assertio Therapeutics, Inc. (the “Company”) has granted you an option to purchase shares of our common stock under the Assertio Therapeutics, Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”).

Assertio Therapeutics, Inc – SECOND AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN OF ASSERTIO THERAPEUTICS, INC. (As Amended and Restated on December 20, 2011 and February 12, 2016) (and further revised effective August 15, 2018 to reflect the Company’s name change and reincorporation) (November 9th, 2018)
Assertio Therapeutics, Inc – AMENDMENT NO. 3 TO COMMERCIALIZATION AGREEMENT (November 8th, 2018)

THIS AMENDMENT NO. 3 TO COMMERCIALIZATION AGREEMENT (this “Amendment No. 3”) is entered into as of November 8, 2018, by and among Assertio Therapeutics, Inc., a Delaware corporation (formerly known as Depomed, Inc., a California corporation) (“Depomed”), Collegium Pharmaceutical, Inc., a Virginia corporation (“Collegium”), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium (“Newco”) and amends that certain Commercialization Agreement, dated as of December 4, 2017, as amended by Amendment No. 1 dated as of January 9, 2018 and Amendment No. 2 dated as of August 29, 2018 (as amended, the “Commercialization Agreement”), by and among Depomed, Collegium, and Newco. Each of Depomed, Collegium and Newco is referred to herein individually as a “party” and collectively as the “parties.” Defined terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Commercialization Agreement.

Assertio Therapeutics, Inc – -- Confirms Full-Year Net Sales Guidance Range for the Neurology Franchise -- -- Raises Full-Year Earnings Guidance and Confirms Adjusted EBITDA Guidance -- -- Amends and Strengthens Commercial Agreement with Collegium -- -- Confirms Regulatory Plan to File for FDA Approval of Cosyntropin Depot by Year End -- (November 8th, 2018)

Lake Forest, Illinois, November 8, 2018 - Assertio Therapeutics, Inc. (NASDAQ: ASRT) today reported financial results for the quarter ended September 30, 2018, and provided an update on its business performance and strategic initiatives.

Assertio Therapeutics, Inc – CONSENT TO NOTE PURCHASE AGREEMENT (November 8th, 2018)

THIS CONSENT TO NOTE PURCHASE AGREEMENT, dated as of November 8, 2018 (this “Consent”), is entered into by and among ASSERTIO THERAPEUTICS, INC., a Delaware corporation, as successor-in-interest to DEPOMED, INC. (the “Borrower”), the other Credit Parties party hereto, the Purchasers party hereto, and DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as a Purchaser and as collateral agent (in such latter capacity, the “Agent”).

Assertio Therapeutics, Inc – September 2018 About this Presentation The statements that are not historical facts contained in this presentation are forward-looking statements including, but not limited to, statements relating to the commercialization of Gralise, CAMBIA, and Zipsor, royalties associated with Collegium’s commercialization of NUCYNTA and NUCYNTA ER, regulatory approval and clinical development of cosyntropin depot, and expectations regarding financial results and potential business opportunities. These forward-looking statements involve significant risks and uncertainties, including risks detailed in the Com (September 13th, 2018)
Assertio Therapeutics, Inc – Depomed Announces Second-Quarter 2018 Financial Results — Raises Full-Year Earnings and Adjusted EBITDA Guidance Range and Lowers Full-Year Net Sales Guidance Range for the Neurology Franchise — — Confirms Regulatory Plan to File for FDA Approval of Cosyntropin Depot by Year End — — Announces Agreement with PDL BioPharma to Monetize Royalty Stream; Company Received $20 Million in Cash — — Announces Planned Change in Company Name from Depomed to Assertio Therapeutics; Remains On-Track to Transition to New Corporate Headquarters in Lake Forest, Illinois — (August 17th, 2018)

[Lake Forest, Illinois] - Depomed, Inc. (NASDAQ: DEPO) today reported financial results for the quarter ended June 30, 2018 and provided an update on its business performance and strategic initiatives.

Assertio Therapeutics, Inc – CERTIFICATE OF INCORPORATION OF ASSERTIO THERAPEUTICS, INC. (a Delaware corporation) (August 15th, 2018)

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Assertio Therapeutics, Inc – P .ssERTID-SEE REVERSE I'OR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.0001 PAR VALUE EACH OF AssERTIO THERAPEUTICS, INc. transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Co (August 15th, 2018)
Assertio Therapeutics, Inc – FORM OF INDEMNIFICATION AGREEMENT (August 15th, 2018)

This Indemnification Agreement (this “Agreement”) is entered into as of , 20 (the “Effective Date”) by and between Assertio Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

Assertio Therapeutics, Inc – AGREEMENT AND PLAN OF MERGER OF ASSERTIO THERAPEUTICS, INC. A DELAWARE CORPORATION, AND DEPOMED, INC., A CALIFORNIA CORPORATION (August 15th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2018 (the “Merger Agreement”), is made by and between Assertio Therapeutics, Inc., a Delaware corporation (“Depomed-Delaware”), and Depomed, Inc., a California corporation (“Depomed-California”). Depomed-Delaware and Depomed-California are referred to herein as the “Constituent Corporations.” Depomed-Delaware is a wholly-owned subsidiary of Depomed-California.

Assertio Therapeutics, Inc – FORM OF ASSERTIO THERAPEUTICS, INC. AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT (August 15th, 2018)

This Amended and Restated Management Continuity Agreement (the “Agreement”) is effective as of , 20 (the “Effective Date”) by and between (“Employee”) and Assertio Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. This Agreement amends and restates that certain Management Continuity Agreement entered into between the parties as of (referred to herein as the “Prior Agreement”).

Assertio Therapeutics, Inc – CERTIFICATE OF MERGER OF DEPOMED, INC., (a California corporation) WITH AND INTO ASSERTIO THERAPEUTICS, INC., (a Delaware corporation) (August 15th, 2018)

Assertio Therapeutics, Inc., a Delaware corporation, hereby certifies as follows pursuant to Section 103 of the Delaware General Corporation Law (the “DGCL”):

Assertio Therapeutics, Inc – CONSENT TO NOTE PURCHASE AGREEMENT AND ASSUMPTION AGREEMENT (August 15th, 2018)

THIS CONSENT TO NOTE PURCHASE AGREEMENT AND ASSUMPTION AGREEMENT, dated as of August 10, 2018 (this “Agreement”), is entered into by and among DEPOMED, INC., a California corporation (the “Borrower”), ASSERTIO THERAPEUTICS, INC., a Delaware corporation (the “Successor Borrower”), the other Credit Parties party hereto, the Purchasers party hereto, and DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as a Purchaser and as collateral agent (in such latter capacity, the “Agent”).

Assertio Therapeutics, Inc – SECOND SUPPLEMENTAL INDENTURE (August 15th, 2018)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 14, 2018, between Assertio Therapeutics, Inc., a Delaware corporation (the “Successor Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture referred to below.

Assertio Therapeutics, Inc – BYLAWS OF ASSERTIO THERAPEUTICS, INC. (a Delaware corporation) (August 15th, 2018)
Depomed Inc – AMENDMENT NO. 1 TO ROYALTY PURCHASE AND SALE AGREEMENT AND BILL OF SALE (August 8th, 2018)

AMENDMENT NO. 1 TO ROYALTY PURCHASE AND SALE AGREEMENT AND BILL OF SALE dated as of August 2, 2018 (the “Amendment”) among DEPOMED, INC., a California corporation (“Depomed”), DEPO DR SUB, LLC, a Delaware limited liability company (the “Seller”, and together with Depomed, the “Selling Parties”), and PDL INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (as assignee of PDL BIOPHARMA, INC., the “Purchaser”)

Depomed Inc – Depomed Announces Second-Quarter 2018 Financial Results — Raises Full-Year Earnings and Adjusted EBITDA Guidance Range and Lowers Full-Year Net Sales Guidance Range for the Neurology Franchise — — Confirms Regulatory Plan to File for FDA Approval of Cosyntropin Depot by Year End — — Announces Agreement with PDL BioPharma to Monetize Royalty Stream; Company Received $20 Million in Cash — — Announces Planned Change in Company Name from Depomed to Assertio Therapeutics; Remains On-Track to Transition to New Corporate Headquarters in Lake Forest, Illinois — (August 8th, 2018)

[Lake Forest, Illinois] - Depomed, Inc. (NASDAQ: DEPO) today reported financial results for the quarter ended June 30, 2018 and provided an update on its business performance and strategic initiatives.